Common use of Representations, Warranties and Agreements of the Underwriters Clause in Contracts

Representations, Warranties and Agreements of the Underwriters. The Underwriters represent to and agree with the District that, as of the date hereof and as of the date of the Closing: (a) The Lead Underwriter is duly authorized to execute this Purchase Agreement for the Underwriters and to take any action under this Purchase Agreement required to be taken by it. (b) The execution and delivery hereof and the consummation of the transactions contemplated hereby does not and will not violate any of the prohibitions set forth in Rule G-37 promulgated by the MSRB, and all reports required to be submitted to the MSRB pursuant to Rule G-37 have been and will be submitted to the MSRB. (c) The Underwriters have, and have had, no financial advisory relationship with the District with respect to the Bonds as such term is defined in California Government Code Section 53590(c) or MSRB Rule G-23, and no investment firm controlling, controlled by or under common control with the Underwriters have or have had any such financial advisory relationship. (d) The Underwriters have not paid or agreed to pay, nor will they pay or agree to pay, any entity, company, firm, or person (including, but not limited to the District’s municipal advisor, or any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for the Underwriters, any compensation, fee, gift or other consideration contingent upon or resulting from the award of or entering into this Purchase Agreement.

Representations, Warranties and Agreements of the Underwriters. The Underwriters represent to and agree with the District that, as of the date hereof and as of the date of the Closing: (a) The Lead Underwriter is duly authorized to execute this Bond Purchase Agreement for the Underwriters and to take any action under this Bond Purchase Agreement required to be taken by it. (b) The execution and delivery hereof and the consummation of the transactions contemplated hereby does not and will not violate any of the prohibitions set forth in Rule G-37 promulgated by the MSRB, and all reports required to be submitted to the MSRB pursuant to Rule G-37 have been and will be submitted to the MSRB. (c) The Underwriters have, and have had, no financial advisory relationship with the District with respect to the Bonds as such term is defined in California Government Code Section 53590(c) or MSRB Rule G-23, and no investment firm controlling, controlled by or under common control with the Underwriters have or have had any such financial advisory relationship. (d) The Underwriters have not paid or agreed to pay, nor will they pay or agree to pay, any entity, company, firm, or person (including, but not limited to the District’s municipal financial advisor, or any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for the Underwriters, any compensation, fee, gift or other consideration contingent upon or resulting from the award of or entering into this Bond Purchase Agreement.